R EPLACEMENT P ROMISSORY N OTE
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$6,000,000.00
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Dated: January 4,
2005
Indianapolis, Indiana
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FOR
VALUE RECEIVED, the undersigned BIOANALYTICAL SYSTEMS, INC., an
Indiana corporation (the "Borrower"), hereby promises to pay to the
order of NATIONAL CITY BANK OF INDIANA, as successor to The
Provident Bank ("Bank"), or its assigns, at its principal office at
Indianapolis, Indiana, or at such other place as the holder hereof
may designate in writing, in lawful money of the United States of
America and in immediately available funds, the principal sum of
Six Million Dollars ($6,000,000), or so much thereof as may be
advanced and outstanding from time to time, together with interest
on the unpaid principal balance existing from time to time at the
per annum rates and on the dates set forth in the Agreement
(hereinafter defined). The entire unpaid balance of principal, and
all accrued and unpaid interest thereon, shall be due and payable
on the Facility 1 Maturity Date, and Borrower shall make such
mandatory principal payments as are required to be made under the
terms of Section 2.3 of the Agreement.
Bank
shall, and is hereby authorized to, record in accordance with its
usual practice, the date and amount of each advance and each
principal payment hereunder.
This
Note is issued pursuant to, is entitled to the benefit of, and is
subject to the provisions of that certain Amended and Restated
Credit Agreement between Borrower and Bank dated of even date
herewith (as the same may be amended from time to time, the
"Agreement"). Advances under this Note shall be made in accordance
with the Agreement. The Agreement, among other things, contains a
description of the collateral securing this Note, the definitions
of the proper nouns used herein and provisions for acceleration of
the maturity hereof upon the happening of certain stated
events.
Subject
to the terms of the Agreement, Borrower may borrow, prepay,
reborrow and repay the principal amount of this Note at any time
and from time to time.
If
Borrower fails to make the payment of any installment of principal
or interest, as provided in the Agreement, when due, or upon the
occurrence of any other Default, then in any of such events, or at
any time thereafter prior to such Default being cured, the
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